U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-Q SB

               [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                                       OR

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ____________ TO ___________

                          Commission File No. 33351414



                           Rubicon Medical Corporation
                           ---------------------------
        (Exact name of small business issuer as specified in its charter)



Delaware                                                              87-0361403
----------------------------------------             ---------------------------
(State or other jurisdiction of                                    (IRS Employer
incorporation or organization)                               Identification No.)



2064 W. Alexander, Salt Lake City, Utah                                    84119
---------------------------------------              ---------------------------
(Address of principal executive offices)                              (Zip Code)

          Issuer's telephone number, including area code:(801) 886-9000
                                                          --------------



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

                                  YES X      NO ___

The Issuer had  52,778,334  outstanding  shares of common  stock on  November 1,
2002.


<PAGE>

                           Rubicon Medical Corporation
                           ---------------------------


                                      INDEX
                                      ------


PART 1. FINANCIAL INFORMATION                                              Page
                                                                           ----


Consolidated Balance Sheet - September 30, 2002 (Unaudited)                   2

Consolidated Statement of Operations - Three and Nine
  Months Ended September 30, 2002 and 2001 (Unaudited)                        3

Consolidated Statement of Cash Flows - Nine Months Ended
  September 30, 2002 and 2001 (Unaudited)                                     4

Notes to Consolidated Financial Statements (Unaudited)                        6

Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                         9


PART II. OTHER INFORMATION                                                   14


SIGNATURES                                                                   15


CERTIFICATIONS                                                               16



<PAGE>


                          Part I. Financial Information

                          Item I. Financial Statements
                           Rubicon Medical Corporation
                              Financial Statements
                                   (Unaudited)

                  FORWARD LOOKING INFORMATION AND RISK FACTORS

         Rubicon Medical  Corporation (the "Company") or its representatives may
make forward looking statements,  oral or written,  including statements in this
report's Management's Discussion and Analysis of Financial Condition and Results
of  Operation,  press  release  and filings  with the  Securities  and  Exchange
Commission,  regarding  estimated future net revenues from  operations,  planned
capital  expenditures  (including the amount and nature thereof),  the Company's
projected financial position, results of operations, business strategy and other
plans and objectives for future operations. These statements are forward-looking
statements,  within the meaning of Section 27A of the Securities Act of 1993 and
Section 21E of the Securities Exchange Act, which reflect  Management's  current
views with respect to future events and financial performance.

         Although the Company believes that the expectations  reflected in these
forward looking  statements are  reasonable,  there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected effects on its
business or results of operations. Such forward-looking statements involve known
and unknown  risks,  uncertainties  and other factors which may cause the actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking statements. Such factors include but are not limited to the
Company's  manufacturing  process,  engineering  difficulties,  difficulties  in
connection with the Company's business operations and other risks.

         These  forward-looking  statements  are  subject to  certain  risks and
uncertainties  including,  but not limited to, future financial  performance and
future events,  competitive pricing for services,  costs of obtaining capital as
well as national,  regional and local economic conditions.  Actual results could
differ materially from those addressed in the forward-looking statements. Due to
such uncertainties and risks,  readers are cautioned not to place undue reliance
on such forward-looking statements, which speak only as of the date whereof.

         All subsequent oral and written forward-looking statements attributable
to the Company or persons acting on its behalf are expressly  qualified in their
entirety by these  factors.  The Company  assumes no obligation to update any of
these statements.


<PAGE>


                                                     RUBICON MEDICAL CORPORATION
                                          Consolidated Balance Sheet (Unaudited)

                                                              September 30, 2002
--------------------------------------------------------------------------------

     Assets
     ------

Current assets:
Cash and cash equivalents                                  $       72,000
Prepaid expenses                                                  110,000
Net assets from discontinued operations                            24,000
                                                           ---------------

Total current assets                                              206,000

Property and equipment, net                                       170,000
Intangible assets, net                                             98,000
                                                           ---------------

                                                           $      474,000
                                                           ---------------

--------------------------------------------------------------------------------

     Liabilities and Stockholders' Equity
     ------------------------------------

Current Liabilities:
Accounts payable                                           $      143,000
Accrued liabilities                                                15,000
Related-party note payable                                        180,000
Current portion of long-term debt                                  20,000
                                                           ---------------

Total current liabilities                                         358,000

Long-term debt                                                     41,000
                                                           ---------------

Total liabilities                                                 399,000
                                                           ---------------

Commitments and contingencies                                           -

Stockholders' equity:
Common stock, $.001 par value, 100,000,000 shares
  shares authorized; 52,778,334 shares
  issued and outstanding                                           53,000
Additional paid-in capital                                      3,370,000
Deferred compensation                                             (18,000)
Treasury stock                                                    (65,000)
Accumulated deficit                                            (3,265,000)
                                                           ---------------

Total stockholders' equity                                         75,000
                                                           ---------------

                                                           $      474,000
                                                           ---------------


--------------------------------------------------------------------------------
See accoumpanying notes to consolidated financial statements.                F-2

<PAGE>
<TABLE>
<CAPTION>


                                                                   RUBICON MEDICAL CORPORATION
                                              Consolidated Statement of Operations (Unaudited)

----------------------------------------------------------------------------------------------

                                           Three Months Ended         Nine Months Ended
                                             September 30,              September 30,
                                       -------------------------------------------------------
                                           2002          2001         2002         2001
                                       -------------------------------------------------------

<S>                                     <C>            <C>          <C>            <C>
Sales, net                              $     65,000   $  356,000   $    182,000   $ 1,422,000
Cost of sales                                  4,000        8,000          7,000       110,000
                                       -------------------------------------------------------

Gross profit                                  61,000      348,000        175,000     1,312,000

Operating expenses:
Depreciation and amortization                 43,000       67,000        131,000       134,000
General and administrative                   304,000      181,000        870,000       516,000
Research and development                      76,000      154,000        396,000       412,000
                                       -------------------------------------------------------

Total operating expenses                     423,000      402,000      1,397,000     1,062,000
                                       -------------------------------------------------------

(Loss) income from operations               (362,000)     (54,000)    (1,222,000)      250,000
                                       -------------------------------------------------------

Other income (expense):
Interest income                                2,000        4,000          2,000        41,000
Interest expense                              (8,000)      (7,000)       (67,000)      (30,000)
Other                                          1,000            -          1,000        (8,000)
                                       -------------------------------------------------------

Total other income (expense)                  (5,000)      (3,000)       (64,000)        3,000
                                       -------------------------------------------------------

Income (loss) before provision
  for income taxes and
  discontinued operations                   (367,000)     (57,000)    (1,286,000)      253,000
                                       -------------------------------------------------------

Income tax (expense) benefit:
Current                                            -            -              -       163,000
Deferred                                           -       23,000              -      (252,000)
                                       -------------------------------------------------------

                                                   -       23,000              -       (89,000)
                                       -------------------------------------------------------

Income (loss) from discontinued
  operations, net of income taxes             (3,000)     (48,000)       (19,000)     (119,000)
                                       -------------------------------------------------------

Net (loss) income                       $   (367,000)  $  (34,000)  $ (1,305,000)  $    45,000
                                        ------------------------------------------------------

Net (loss) per common share -
  basic and diluted                     $      (0.01)  $    (0.00)  $      (0.03)  $      0.00
                                       -------------------------------------------------------

Weighted average shares -
  basic and diluted                       52,372,000   48,636,000     52,137,000    48,636,000
                                       -------------------------------------------------------




----------------------------------------------------------------------------------------------
See accoumpanying notes to consolidated financial statements.                              F-3
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                          RUBICON MEDICAL CORPORATION
                                     Consolidated Statement of Cash Flows (Unaudited)

-------------------------------------------------------------------------------------

                                                            2002           2001
                                                       ------------------------------
<S>                                                    <C>             <C>
Cash flows from operating activities:
  Net (loss) income                                    $ (1,305,000)   $       45,000
  Loss from discontinued operations                          19,000           119,000
  Adjustments to reconcile net (loss) income
   to net cash used in operating activities:
     Depreciation and amortization                          131,000           134,000
     Amortization of deferred compensation                   53,000                 -
     Common stock issued for services                       177,000           121,000
     Effective interest on beneficial
       conversion feature                                    50,000                 -
     Deferred income taxes                                        -           252,000
     Loss on disposition of assets                            8,000             8,000
     Decrease (increase) in:
       Accounts receivable                                  176,000            26,000
       Prepaid expenses                                     (68,000)            3,000
       Income tax receivable                                163,000                 -
    Increase (decrease) in:
       Accounts payable                                      28,000           (24,000)
       Accrued liabilities                                   12,000            (1,000)
       Deferred revenue                                           -        (1,000,000)
       Income tax payable                                         -          (274,000)
                                                       ------------------------------

          Net cash used in operating activities            (556,000)         (591,000)
          Net cash used in discontinued operations          (27,000)         (147,000)
                                                       ------------------------------

          Net cash used in operating activities            (583,000)         (738,000)
                                                       ------------------------------

Cash flows from investing activities:
   Purchase of intangible assets                            (83,000)                -
   Purchase of property and equipment                        (7,000)          (55,000)
                                                       ------------------------------

          Net cash used in investing activities             (90,000)          (55,000)
          Net cash used in discontinued operations                -            (3,000)
                                                       ------------------------------

          Net cash used in investing activities             (90,000)          (58,000)
                                                       ------------------------------

Cash flows from financing activities:
   Principal payments on long-term debt                     (63,000)          (90,000)
   Proceeds from related party long-term debt               180,000           150,000
   Proceeds from convertible note payable                    50,000                 -
   Purchase of treasury stock                               (65,000)                -
   Proceeds from issuance of common stock                   307,000            73,000
                                                       ------------------------------

          Net cash provided by financing activities         409,000           133,000
          Net cash used in discontinued operations          (30,000)         (527,000)
                                                       ------------------------------

          Net cash used in financing activities             379,000          (394,000)
                                                       ------------------------------

Net decrease in cash and cash equivalents                  (294,000)       (1,190,000)

Cash and cash equivalents at beginning of period            366,000         1,421,000
                                                       ------------------------------

Cash and cash equivalents at end of period             $     72,000    $      231,000
                                                       ------------------------------


-------------------------------------------------------------------------------------
                                                                                  F-4


</TABLE>

<PAGE>


                                                     RUBICON MEDICAL CORPORATION
                                Consolidated Statement of Cash Flows (Unaudited)
                                                                       Continued

--------------------------------------------------------------------------------


Supplemental Cash Flow Information (unaudited):

During the nine months ended September 30, 2002, the Company:

     o Issued common stock in exchange for convertible debt of $50,000.


During the nine months ended September 30, 2001, the Company:

     o Issued common stock in exchange for debt of $200,000.

     o Issued common stock in satisfaction of a liability of $280,000.



                                                   Nine Months Ended
                                                     September 30,
                                          ------------------------------------
                                                2002              2001
                                          ------------------------------------

Cash paid during the period for:
         Interest                          $   67,000        $   30,000
                                          ------------------------------------

         Income taxes                     $         -        $        -
                                          ------------------------------------


--------------------------------------------------------------------------------
                                                                             F-5



<PAGE>




                                                     RUBICON MEDICAL CORPORATION
                         Notes to Consolidated Financial Statements (Unaudited)

                                                              September 30, 2002
--------------------------------------------------------------------------------

1.   Interim            The  consolidated  financial  statements  for  the  nine
     Financial          months ended September 30, 2002 and 2001, are unaudited.
     Statements         However,  the  Company,  in its  opinion,  has  made all
                        adjustments   (consisting   only  of  normal   recurring
                        accruals)  necessary  to present  fairly  the  financial
                        position,  results of operations  and cash flows for the
                        periods presented. The consolidated financial statements
                        and notes thereto should be read in conjunction with the
                        consolidated  financial  statements  and  notes  for the
                        years ended December 31, 2001 and 2000,  included in the
                        Company's  Form 10KSB  filed on March 28,  2002 with the
                        Securities  and  Exchange  Commission.  The  results  of
                        operations  and cash  flows  for the nine  months  ended
                        September 30, 2002,  are not  necessarily  indicative of
                        results for the year ending December 31, 2002.

2.   Loss Per           Basic loss per share  excludes  dilution and is computed
     Share              by dividing net losses available to common  stockholders
                        by  the  weighted   average   number  of  common  shares
                        outstanding for the period.  Diluted  earnings per share
                        reflect  the  potential  dilution  that  could  occur if
                        options or warrants to issue common stock were exercised
                        into common  stock.  Common  stock  equivalents  are not
                        included in the diluted loss per share  calculation when
                        their effect is antidilutive.


3.   Discontinued       In an effort to maximize  growth and attain  high-margin
     Operations         revenues,  management  has determined to focus solely on
                        the technology  development segment and has discontinued
                        the contract  manufacturing and equipment  manufacturing
                        segments of its operations.


--------------------------------------------------------------------------------
                                                                             F-6
<PAGE>


                                                     RUBICON MEDICAL CORPORATION
                          Notes to Consolidated Financial Statements (Unaudited)
                                                                       Continued

--------------------------------------------------------------------------------

3.   Discontinued       Net assets and condensed  discontinued  operations as of
     Operations         September 30, 2002 are as follows:
     Continued
                        Assets:
                           Inventory                                $    11,000
                           Property and equipment                       127,000
                                                                    -----------
                                                                    $   138,000

                        Liabilities:
                           Notes payable                            $  (114,000)
                                                                    -----------

                        Net assets of discontinued operations       $    24,000
                                                                    -----------

                                                          Nine Months Ended
                                                            September 30,
                                                          -----------------
                                                         2002           2001


                        Revenue                      $  76,000     $  532,000
                        Costs and expenses              95,000        712,000
                                                     ------------------------

                        Net loss before income
                           taxes                       (19,000)      (180,000)


                        Income taxes                         -         61,000
                                                     ------------------------

                                                     $ (19,000)    $ (119,000)
                                                     ------------------------

4.   Related Party      At September 30, 2002, the Company had a note payable to
     Transaction        a shareholder for $180,000. The note has a 6.5% interest
                        rate and is due January 31, 2003.

                        During  the  nine  months  ended   September  30,  2002,
                        $173,000  of revenue  was  generated  from work done for
                        Guardian RJL, a company owned by an officer.


--------------------------------------------------------------------------------
                                                                             F-7

<PAGE>


                                                     RUBICON MEDICAL CORPORATION
                          Notes to Consolidated Financial Statements (Unaudited)
                                                                       Continued

--------------------------------------------------------------------------------


5.   Subsequent         On October 7, 2002, the Company and Abbott  Laboratories
     Event              amended the Guardian  exclusive  license and development
                        agreement. Under the new agreement, Abbott has agreed to
                        pay the Company $2.3 million,  relinquish  the exclusive
                        license and  development  rights for the  Guardian,  and
                        transfer  all  technology  relating to the device to the
                        Company,   including   manufacturing   and   engineering
                        improvements,  vendor lists and price lists,  regulatory
                        developments,  marketing  information,  and research and
                        development.  Under the agreement, the Company agreed to
                        release  Abbott  from  any  further  obligation  to  the
                        Company.

--------------------------------------------------------------------------------
                                                                             F-8

<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------

General.
--------

         Rubicon Medical Corporation (Rubicon) conducts research and development
activities  to  generate  medical  technologies  that will be  manufactured  and
marketed worldwide. The primary focus of our research and development activities
is the  Rubicon  Filter.  The  Rubicon  Filter is an embolic  protection  device
designed  for  use in  interventional  vascular  procedures  to  reduce  embolic
complications  during stenting.  We intend to use the Rubicon Filter platform to
launch  additional  products for use in various  other areas of the  vasculature
system.

         Subsequent to the 3rd quarter ending September 30, 2002, we amended the
Exclusive  License  and  Development   Agreement  (The  Agreement)  with  Abbott
Laboratories (Abbott) for the Guardian System balloon embolic protection system.
Under the terms of the amendment, Abbott paid Rubicon a one-time payment of $2.3
million,  and granted Rubicon a worldwide  license to all patents that have been
developed  by Abbott  relating  to the  Guardian  System.  In  addition,  Abbott
transferred back to Rubicon all patent rights it received under the terms of the
original  Exclusive  License and  Development  Agreement.  Rubicon  also granted
Abbott a right of first negotiation for manufacturing and distribution rights if
regulatory  approval is obtained in Europe or the United States by Rubicon,  for
either carotid or saphenous vein graft indications.

         We believe  the  amendment  to the  Agreement  improves  our ability to
manage  and  develop  our line of  embolic  protection  devices.  During the 4th
quarter  2002,  we plan to analyze  the market  opportunities  for the  Guardian
System,  and  determine  whether to continue  the  clinical  development  of the
Guardian System technology in-house, or license the technology to another party.

         Abbott Laboratories had made improvements to the Guardian System in the
areas of system inflation and deflation,  ease of use, and balloon  engineering.
We believe that these changes,  coupled with additional  improvements we plan to
make,  will create a technology  that is  competitive  and ready for  additional
human clinical  studies.  Prior to the  Amendment,  Abbott had used the Guardian
System in human studies in Europe,  and experienced no clinical  adverse events,
and minor device related  events.  The  improvements we plan to make will target
changes that need to be made to re-enter clinical studies in Europe.

         During the 3rd quarter  2002,  we  cancelled  all of the stock  options
issued under our Stock Option  Plan,  which  included  stock  options  issued to
employees,  directors,  and the members of our medical advisory board, which had
exercise  prices at $1.00 and at $.60 per share. On August 5, 2002, the board of
directors  unanimously  authorized  the  re-issuance of the same number of stock
options as  originally  granted  under the Stock Option  Plan,  and issued those
options at an exercise price of $.34 per share,  which was the closing price per
share on August 5, 2002.  We believe  that this  action  will allow us to better
compensate our employees while not increasing the number of options issued under
the plan,  which would have been more dilutive to  shareholders.  As a result of
this action, the stock options are now considered  variable under the provisions
of FAS 123.

--------------------------------------------------------------------------------
                                                                             F-9


Results of Operations
---------------------

         We had a net loss of $367,000 for the quarter ended  September 30, 2002
(Q3 '02),  compared to a net loss of $34,000 for the quarter ended September 30,
2001 (Q3 '01).  The  difference  is  primarily  attributable  to the $333,333 in
deferred  revenue from the initial  Guardian  System  licensing  agreement  with
Abbott  Laboratories  that was earned and  recognized  during the quarter  ended
September  30,  2001.  In  addition,  we  also  completed  the  majority  of our
consulting and development  obligations related to the guardian project in 2001.
However,  revenue from  continuing  operations  decreased to $65,000 for Q3 '02,
compared to $356,000  for Q3 '01,  with the  decrease  coming from  reduced work
related to the Guardian System.

         Revenue from continuing  operations for the nine months ended September
30,  2002 (9M '02),  declined to $182,000  compared to  $1,422,000  for the nine
months ended September 30, 2001 (9M '01). Once again, the primary reason for the
decrease  in revenue  for 2002,  is the  completion  of the  development  of the
Guardian  System,  and the  recognition  of  $999,000  of  deferred  revenue  in
connection  therewith  during the first  nine  months of 2001.  Primarily,  as a
result of this  change  in  revenue,  we  incurred  a net loss  from  continuing
operations of  $1,286,000  in 9M '02,  compared to net income of $253,000 for 9M
'01.  Due to the  nature of  research  and  development  in the  medical  device
industry,  the timing of  revenues  generated  through  the  Guardian  System is
unpredictable,  and in the past  has  been  dependent  on the  efforts  of Abbot
Laboratories under the terms of the original licensing  agreement.  However,  as
discussed  above,  subsequent  to September  30,  2002,  we amended the original
license agreement with Abbott and received $2.3 million in revenue in connection
therewith. Therefore, any future revenues related to the Guardian System will be
dependent  on our ability to either  gain  regulatory  approval or license  this
technology to another party.

         General and administrative (G&A) expenses for continuing operations for
Q3 '02 were  $304,000  compared to $181,000  for Q3 '01. G&A expenses for 9M '02
also  increased  to $870,000  compared to  $516,000 in 9M `01.  The  increase is
primarily due to the following factors.

         First,  during [Q3 `02], we entered into a six-month investor relations
agreement  with an investor  relations  firm pursuant to which we issued 400,000
restricted  shares of our common stock as compensation  for their  services.  We
recorded  a  non-cash  expense  of  $97,000  for the first  three-months  of the
six-month  agreement  and  recorded the  remaining  three months of expense as a
prepaid expense,  which will be expensed in the fourth quarter of 2002. In order
to  conserve  cash and not  dilute our  shareholders,  a  principal  shareholder
returned to Rubicon for  cancellation  400,000 shares of Rubicon common stock to
offset the 400,000 shares issued to the investor  relations firm. In addition to
the 400,000  shares of stock,  we also  issued  warrants  entitling  the firm to
purchase  300,000  shares of our common  stock,  over a  two-year  period at the
following prices;  100,000 shares at a price of $.26,  100,000 shares at a price
of $.55, and 100,000 shares at a price of $1.00.

         Second,  in November 2001, we hired a Chief  Operating  Officer,  which
nearly  doubled our  officers  expense.  Salaries  for  officers for Q3 '02 were
$41,000 and  $140,000  for 9M `02,  compared to $23,000 and $70,000 for the same
periods in 2001. During the third quarter,  the Chief Operating Officer resigned
from full time service for personal  reasons but  continues to serve as a member
of our  Board of  Directors.  We have  not yet  determined  whether  to fill the
position or allocate the duties  among our other  officers.  Finally,  our legal
expenses  increased  to $64,000  for 9M `02 as  compared to $38,000 for the same
period in 2001, primarily due to increased legal services required in connection
with our status as a publicly held company.


--------------------------------------------------------------------------------
                                                                            F-10

         Interest  expense  increased to $8,000 in Q3 `02 and $67,000 in 9M '02,
compared  to  $7,000  in  Q2  '01  and  $30,000  in 9M  '01.  The  increase  was
attributable to a $50,000 non-cash  interest charge related to the conversion of
a $50,000 convertible  promissory note issued during Q2 '02, into 100,000 shares
of our restricted common stock during the third quarter 2002.

         Research and development  costs for Q3 '02 were $76,000 and $396,000 in
9M '02  compared to $154,000  in Q3 '01 and  $412,000 in 9M '01.  Because of our
limited cash resources during the third quarter 2002, we were forced to decrease
our spending on research and  development.  We expect  research and  development
costs will increase in the fourth  quarter 2002, as the result of our receipt of
$2.3 million  stemming from the amendment of the License  Agreement  with Abbott
Laboratories.

--------------------------------------------------------------------------------
                                                                            F-11

<PAGE>



Liquidity and Capital Resources
-------------------------------

         Net  cash  used in  operating  activities,  including  adjustments  for
depreciation and other non-cash operating expenses,  totaled $583,000 in 9M '02,
compared to $738,000 in 9M '01.  Cash used by  continuing  operations  in 9M '02
decreased   compared  to  9M  '01,  primarily  due  to  decreased  research  and
development  costs.  Continuing  operations used $556,000 in 9M '02, compared to
$616,000  in 9M  `01.  In Q1 '02,  we  determined  to  focus  on the  technology
development and licensing business unit and to discontinue both the contract and
equipment  manufacturing  segments of our  business.  Cash used by  discontinued
operations totaled $27,000 in 9M '02, compared to $122,000 in 9M '01.

         Cash flows used in investing  activities  were $90,000 in 2002 compared
to $58,000 in 2001.  Rubicon  invested  $83,000 in patent related costs in 2002,
compared to $0 investment  for the same period in 2001. In addition,  because of
our limited cash flows, investment in property and equipment decreased to $7,000
in 9M '02, compared to $55,000 in 9M '01.

         Net cash provided by financing  increased to $379,000 in 2002, compared
to  $(394,000)  used in financing  activities  for the same period in 2001.  The
Company  received a total of $537,000  through both debt and equity financing in
2002,  compared to $223,000  for the same period in 2001.  We received  $307,000
from the sale of 891,000 shares of our common stock during 2002. In addition, we
increased  our debt  obligation  by entering  into  $230,000 in  long-term  debt
agreements.  We borrowed  $180,000 from a related party  pursuant to an 18-month
promissory note bearing  interest at 6.5% and borrowed $50,000 from an unrelated
third party pursuant to a convertible  note,  bearing interest at 8.0%. The note
was  convertible to common stock at 50% of the bid price for our common stock in
the  over-the-counter  market on the day prior to  conversion.  During the third
quarter of 2002, the holder of the $50,000  Convertible  Note elected to convert
the unpaid balance of $50,000 into 200,000 shares of our restricted common stock
at a price of $0.25 per share.  Subsequent to September  30, 2002,  Rubicon paid
$184,000  including  principal  and  interest to fulfill the related  party debt
obligation.  In addition,  Rubicon's  financing  activities in 9M '02,  included
$63,000 for principal  payments on long-term debt and $65,000 for the repurchase
of 50,000  shares of  Rubicon's  common  stock from the former owner of Accurate
Designs, as part of a settlement agreement between the two companies.

         Cash (and  equivalents)  were $72,000 at September 30, 2002 compared to
$231,000 at September 30, 2001.  Since we have received only limited revenues on
a sporadic basis,  we have supported our operations  with existing cash,  loans,
and proceeds from the private  placement of our  securities.  During  Q3'02,  we
received $60,000 from the sale of 400,000 restricted shares of our common stock.

         We believe that the $2.3 million we received  pursuant to the amendment
of the Abbott license agreement will provide us with the financial capability to
fund our short-term  operations  without  relying on additional  debt and equity
financing  activities.  However, we still intend to pursue various equity and/or
debt financing  options to support our long-term  growth  strategies and to help
provide the required capital necessary to develop new products.

--------------------------------------------------------------------------------
                                                                            F-12

<PAGE>


Critical Accounting Policies
----------------------------

The Company carries patent rights purchased from outside parties and legal costs
incurred to obtain patents on internally developed technologies at cost less
accumulated amortization. The Company reviews its patent assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the assets may not be recoverable through undiscounted future cash flows. If it
is determined that an impairment loss has occurred based on expected cash flows,
such loss is recognized in the statement of operations.

Item 4. Controls and Procedures
-------------------------------

         The  Company's  President  and Chief  Executive  Officer  and its Chief
Financial Officer (the "Certifying Officers"),  are responsible for establishing
and  maintaining  disclosure  controls  and  procedures  for  the  Company.  The
Certifying  Officers have concluded (based on their evaluation of these controls
and  procedures  as of a date within 90 days of the filing of this  report) that
the design and operation of the Company's disclosure controls and procedures (as
defined  in Rule  13a-14(c)  under  the  Securities  Exchange  Act of 1934)  are
effective.  No significant  changes were made in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date of the  evaluation,  including  any  corrective  actions with regard to
significant deficiencies and material weaknesses.


--------------------------------------------------------------------------------
                                                                            F-13

<PAGE>


Part II. Other Information

Item 1. Legal Proceedings
-------------------------
None; not applicable.


Item 2. Changes in Securities and Use of Proceeds.
-------------------------------------------------

Recent Sales of Unregistered Securities

         During the second quarter of 2002, an accredited  investor  purchased a
convertible  note from the  Company in a private  transaction  in the  principal
amount of $50,000, which was convertible into restricted shares of the Company's
common stock at fifty percent of the bid price for the Company's common stock in
the over-the-counter market on the day prior to conversion. On July 1, 2002, the
accredited  investor  converted  the note into 200,000  shares of the  Company's
restricted  common  stock at a price of $0.25 per share in  accordance  with its
terms. On August 30, 2002, the same accredited investor purchased 400,000 shares
of  restricted  common  stock from the  Company in a private  transaction  for a
purchase  price  of  $60,000.  No  underwriter  was  involved  in the  foregoing
transactions  and the  Company  sold the shares  directly to the  investor.  The
shares were sold  without  registration  under the  Securities  Act of 1933,  as
amended  (the  "Securities  Act"),  in  reliance  on  the  exemption  from  such
registration  requirements  provided by Section 4(2) of the  Securities  Act for
transactions not involving any public offering.

Item 3. Defaults Upon Senior Securities.
----------------------------------------

None; not applicable.


Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

None; not applicable


Item 5. Other Information.
--------------------------

None; not applicable.


Item 6. Exhibits and Reports on Form 8-K.
-----------------------------------------

The following documents are included as exhibits to this report:

Exhibit    SEC Ref.
No.        No.         Title of Document                               Location

10.1       10          Public Relations Services Agreement             This
                       Between Rubicon Medical Corporation             Filing
                       and Equity Capital Partners, Inc.,
                       Dated July 19, 2002

99.1                   Certification of Chief Executive Officer

99.2                   Certification of Chief Financial Officer

--------------------------------------------------------------------------------
                                                                            F-14


<PAGE>

                                   SIGNATURES
                                   ----------

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Date:  November 14, 2002                       Rubicon Medical Corporation


                                                /s/ Richard J. Linder
                                               ---------------------------------
                                               Richard J. Linder
                                               President / CEO
                                               (Principal Executive Officer)

Date:  November 14, 2002
                                                /s/ Dennis Nasella
                                               ---------------------------------
                                               Dennis Nasella
                                               CFO
                                               (Principal Financial Officer)


--------------------------------------------------------------------------------
                                                                            F-15


<PAGE>
                                  CERTIFICATION

         I, Richard J. Linder, certify that:

         1. I have  reviewed  this  quarterly  Report on Form  10-QSB of Rubicon
Medical Corporation;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         (a) Designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         (c)  Presented  in this  quarterly  report  our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         (a) All significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and


--------------------------------------------------------------------------------
                                                                            F-16


<PAGE>

         (b) Any fraud,  whether or not material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002

                                               By /s/ Richard J. Linder
                                               -----------------------------
                                               Richard J. Linder
                                               President/CEO
                                               (Principal Executive Officer)


--------------------------------------------------------------------------------
                                                                            F-17



<PAGE>
                                   CERTIFICATION


         I, Dennis Nasella, certify that:

         1. I have  reviewed  this  quarterly  Report on Form  10-QSB of Rubicon
Medical Corporation;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         (a) Designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         (c)  Presented  in this  quarterly  report  our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         (a) All significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

--------------------------------------------------------------------------------
                                                                            F-18


<PAGE>

         (b) Any fraud,  whether or not material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002

                                             By /s/ Dennis Nasella
                                             ---------------------
                                             Dennis Nasella
                                             CFO
                                             (Principal Financial Officer)




--------------------------------------------------------------------------------
                                                                            F-19

<PAGE>